Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 19, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-14875 | |
Entity Registrant Name | FTI CONSULTING, INC | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 52-1261113 | |
Entity Address, Address Line One | 555 12th Street NW | |
Entity Address, City or Town | Washington, | |
Entity Address, State or Province | DC | |
Entity Address, Postal Zip Code | 20004 | |
City Area Code | 202 | |
Local Phone Number | 312-9100 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | FCN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 35,509,721 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000887936 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 201,148 | $ 491,688 |
Accounts receivable, net | 1,207,016 | 896,153 |
Current portion of notes receivable | 32,095 | 27,292 |
Prepaid expenses and other current assets | 126,967 | 95,469 |
Total current assets | 1,567,226 | 1,510,602 |
Property and equipment, net | 164,922 | 153,466 |
Operating lease assets | 202,505 | 203,764 |
Goodwill | 1,226,356 | 1,227,593 |
Intangible assets, net | 19,233 | 25,514 |
Notes receivable, net | 73,673 | 55,978 |
Other assets | 64,911 | 64,490 |
Total assets | 3,318,826 | 3,241,407 |
Current liabilities | ||
Accounts payable, accrued expenses and other | 170,518 | 173,953 |
Accrued compensation | 481,007 | 541,892 |
Billings in excess of services provided | 57,006 | 53,646 |
Total current liabilities | 708,531 | 769,491 |
Long-term debt, net | 285,000 | 315,172 |
Noncurrent operating lease liabilities | 217,755 | 221,604 |
Deferred income taxes | 157,724 | 162,374 |
Other liabilities | 85,321 | 91,045 |
Total liabilities | 1,454,331 | 1,559,686 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value; shares authorized — 5,000; none outstanding | 0 | 0 |
Common stock, $0.01 par value; shares authorized — 75,000; shares issued and outstanding 35,510 (2023) and 34,026 (2022) | 355 | 340 |
Additional paid-in capital | 9,712 | 0 |
Retained earnings | 2,033,132 | 1,858,103 |
Accumulated other comprehensive loss | (178,704) | (176,722) |
Total stockholders’ equity | 1,864,495 | 1,681,721 |
Total liabilities and stockholders’ equity | $ 3,318,826 | $ 3,241,407 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 35,510,000 | 34,026,000 |
Common stock, shares outstanding (in shares) | 35,510,000 | 34,026,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 893,261 | $ 775,865 | $ 2,564,558 | $ 2,254,477 |
Operating expenses | ||||
Direct cost of revenues | 598,804 | 526,654 | 1,740,407 | 1,539,838 |
Selling, general and administrative expenses | 186,088 | 159,186 | 556,672 | 476,097 |
Amortization of intangible assets | 1,340 | 2,315 | 4,939 | 7,320 |
Costs and expenses | 786,232 | 688,155 | 2,302,018 | 2,023,255 |
Operating income | 107,029 | 87,710 | 262,540 | 231,222 |
Other income (expense) | ||||
Interest income and other | 5,147 | 7,771 | 3,221 | 10,418 |
Interest expense | (4,474) | (2,378) | (10,435) | (7,468) |
Other income (expense) | 673 | 5,393 | (7,214) | 2,950 |
Income before income tax provision | 107,702 | 93,103 | 255,326 | 234,172 |
Income tax provision | 24,385 | 15,836 | 62,067 | 46,156 |
Net income | $ 83,317 | $ 77,267 | $ 193,259 | $ 188,016 |
Earnings per common share — basic (in dollars per share) | $ 2.44 | $ 2.29 | $ 5.75 | $ 5.57 |
Earnings per common share — diluted (in dollars per share) | $ 2.34 | $ 2.15 | $ 5.43 | $ 5.25 |
Other comprehensive loss, net of tax | ||||
Foreign currency translation adjustments, net of tax expense of $0 | $ (18,228) | $ (48,475) | $ (1,982) | $ (95,345) |
Total other comprehensive loss, net of tax | (18,228) | (48,475) | (1,982) | (95,345) |
Comprehensive income | $ 65,089 | $ 28,792 | $ 191,277 | $ 92,671 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Foreign currency translation adjustments, tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss |
Beginning Balance (in shares) at Dec. 31, 2021 | 34,333 | |||||||
Beginning Balance at Dec. 31, 2021 | $ 1,583,321 | $ (12,053) | $ 343 | $ 13,662 | $ (34,131) | $ 1,698,156 | $ 22,078 | $ (128,840) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 59,321 | 59,321 | ||||||
Other comprehensive income (loss) | ||||||||
Cumulative translation adjustment | (6,191) | (6,191) | ||||||
Issuance of common stock in connection with: | ||||||||
Exercise of options (in shares) | 26 | |||||||
Exercise of options | 923 | 923 | ||||||
Restricted share grants, less net settled shares (in shares) | 134 | |||||||
Restricted share grants, less net settled shares | (7,834) | $ 2 | (7,836) | |||||
Stock units issued under incentive compensation plan | 1,664 | 1,664 | ||||||
Purchase and retirement of common stock (in shares) | (22) | |||||||
Purchase and retirement of common stock | (3,098) | (3,098) | ||||||
Conversion of convertible senior notes due 2023 | (2) | (2) | ||||||
Share-based compensation | 5,967 | 5,967 | ||||||
Reclassification of negative additional paid-in capital | 0 | 22,851 | (22,851) | |||||
Ending Balance (in shares) at Mar. 31, 2022 | 34,471 | |||||||
Ending Balance at Mar. 31, 2022 | 1,622,018 | $ 345 | 0 | 1,756,704 | (135,031) | |||
Beginning Balance (in shares) at Dec. 31, 2021 | 34,333 | |||||||
Beginning Balance at Dec. 31, 2021 | 1,583,321 | $ (12,053) | $ 343 | 13,662 | $ (34,131) | 1,698,156 | $ 22,078 | (128,840) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 188,016 | |||||||
Issuance of common stock in connection with: | ||||||||
Stock units issued under incentive compensation plan | 1,664 | |||||||
Ending Balance (in shares) at Sep. 30, 2022 | 34,422 | |||||||
Ending Balance at Sep. 30, 2022 | 1,644,583 | $ 344 | 0 | 1,868,424 | (224,185) | |||
Beginning Balance (in shares) at Mar. 31, 2022 | 34,471 | |||||||
Beginning Balance at Mar. 31, 2022 | 1,622,018 | $ 345 | 0 | 1,756,704 | (135,031) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 51,428 | 51,428 | ||||||
Other comprehensive income (loss) | ||||||||
Cumulative translation adjustment | (40,679) | (40,679) | ||||||
Issuance of common stock in connection with: | ||||||||
Exercise of options (in shares) | 22 | |||||||
Exercise of options | 687 | 687 | ||||||
Restricted share grants, less net settled shares (in shares) | 47 | |||||||
Restricted share grants, less net settled shares | (8,907) | (8,907) | ||||||
Conversion of convertible senior notes due 2023 | (11) | (11) | ||||||
Share-based compensation | 6,083 | 6,083 | ||||||
Reclassification of negative additional paid-in capital | 0 | 2,647 | (2,647) | |||||
Ending Balance (in shares) at Jun. 30, 2022 | 34,540 | |||||||
Ending Balance at Jun. 30, 2022 | 1,630,619 | $ 345 | 499 | 1,805,485 | (175,710) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 77,267 | 77,267 | ||||||
Other comprehensive income (loss) | ||||||||
Cumulative translation adjustment | (48,475) | (48,475) | ||||||
Issuance of common stock in connection with: | ||||||||
Restricted share grants, less net settled shares (in shares) | 10 | |||||||
Restricted share grants, less net settled shares | (837) | (837) | ||||||
Purchase and retirement of common stock (in shares) | (128) | |||||||
Purchase and retirement of common stock | (20,432) | $ (1) | (20,431) | |||||
Share-based compensation | 6,441 | 6,441 | ||||||
Reclassification of negative additional paid-in capital | 0 | 14,328 | (14,328) | |||||
Ending Balance (in shares) at Sep. 30, 2022 | 34,422 | |||||||
Ending Balance at Sep. 30, 2022 | $ 1,644,583 | $ 344 | 0 | 1,868,424 | (224,185) | |||
Beginning Balance (in shares) at Dec. 31, 2022 | 34,026 | 34,026 | ||||||
Beginning Balance at Dec. 31, 2022 | $ 1,681,721 | $ 340 | 0 | 1,858,103 | (176,722) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 47,547 | 47,547 | ||||||
Other comprehensive income (loss) | ||||||||
Cumulative translation adjustment | 9,850 | 9,850 | ||||||
Issuance of common stock in connection with: | ||||||||
Exercise of options (in shares) | 14 | |||||||
Exercise of options | 449 | 449 | ||||||
Restricted share grants, less net settled shares (in shares) | 55 | |||||||
Restricted share grants, less net settled shares | (9,513) | $ 1 | (9,514) | |||||
Stock units issued under incentive compensation plan | 2,274 | 2,274 | ||||||
Purchase and retirement of common stock (in shares) | (112) | |||||||
Purchase and retirement of common stock | (17,799) | $ (1) | (17,798) | |||||
Conversion of convertible senior notes due 2023 | (6) | (6) | ||||||
Share-based compensation | 6,365 | 6,365 | ||||||
Reclassification of negative additional paid-in capital | 0 | 18,230 | (18,230) | |||||
Ending Balance (in shares) at Mar. 31, 2023 | 33,983 | |||||||
Ending Balance at Mar. 31, 2023 | $ 1,720,888 | $ 340 | 0 | 1,887,420 | (166,872) | |||
Beginning Balance (in shares) at Dec. 31, 2022 | 34,026 | 34,026 | ||||||
Beginning Balance at Dec. 31, 2022 | $ 1,681,721 | $ 340 | 0 | 1,858,103 | (176,722) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 193,259 | |||||||
Issuance of common stock in connection with: | ||||||||
Stock units issued under incentive compensation plan | $ 2,274 | |||||||
Ending Balance (in shares) at Sep. 30, 2023 | 35,510 | 35,510 | ||||||
Ending Balance at Sep. 30, 2023 | $ 1,864,495 | $ 355 | 9,712 | 2,033,132 | (178,704) | |||
Beginning Balance (in shares) at Mar. 31, 2023 | 33,983 | |||||||
Beginning Balance at Mar. 31, 2023 | 1,720,888 | $ 340 | 0 | 1,887,420 | (166,872) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 62,395 | 62,395 | ||||||
Other comprehensive income (loss) | ||||||||
Cumulative translation adjustment | 6,396 | 6,396 | ||||||
Issuance of common stock in connection with: | ||||||||
Exercise of options (in shares) | 21 | |||||||
Exercise of options | 718 | 718 | ||||||
Restricted share grants, less net settled shares (in shares) | 30 | |||||||
Restricted share grants, less net settled shares | (2,408) | (2,408) | ||||||
Conversion of convertible senior notes due 2023 | (375) | (375) | ||||||
Share-based compensation | 7,538 | 7,538 | ||||||
Ending Balance (in shares) at Jun. 30, 2023 | 34,034 | |||||||
Ending Balance at Jun. 30, 2023 | 1,795,152 | $ 340 | 5,473 | 1,949,815 | (160,476) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 83,317 | 83,317 | ||||||
Other comprehensive income (loss) | ||||||||
Cumulative translation adjustment | (18,228) | (18,228) | ||||||
Issuance of common stock in connection with: | ||||||||
Exercise of options (in shares) | 1 | |||||||
Exercise of options | 42 | 42 | ||||||
Restricted share grants, less net settled shares (in shares) | 14 | |||||||
Restricted share grants, less net settled shares | (3,291) | (3,291) | ||||||
Settlement of conversion premium of convertible senior notes due 2023 (in shares) | 1,461 | |||||||
Settlement of conversion premium of convertible senior notes due 2023 | (6) | $ 15 | (21) | |||||
Share-based compensation | $ 7,509 | 7,509 | ||||||
Ending Balance (in shares) at Sep. 30, 2023 | 35,510 | 35,510 | ||||||
Ending Balance at Sep. 30, 2023 | $ 1,864,495 | $ 355 | $ 9,712 | $ 2,033,132 | $ (178,704) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - shares shares in Thousands | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Restricted share grants, net settled shares (in shares) | 17 | 13 | 55 | 5 | 55 | 54 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net income | $ 193,259 | $ 188,016 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 29,926 | 27,045 |
Amortization of intangible assets | 4,939 | 7,320 |
Acquisition-related contingent consideration | 4,263 | 863 |
Provision for expected credit losses | 21,347 | 13,101 |
Share-based compensation | 21,412 | 18,491 |
Amortization of debt issuance costs and other | 1,722 | 1,588 |
Deferred income taxes | (4,602) | (9,140) |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable, billed and unbilled | (333,713) | (251,280) |
Notes receivable | (22,600) | 838 |
Prepaid expenses and other assets | (3,252) | (3,066) |
Accounts payable, accrued expenses and other | (8,895) | 21,936 |
Income taxes | (347) | 3,940 |
Accrued compensation | (65,394) | (67,763) |
Billings in excess of services provided | 3,410 | 7,672 |
Net cash used in operating activities | (158,525) | (40,439) |
Investing activities | ||
Payments for acquisition of businesses, net of cash received | 0 | (6,742) |
Purchases of property and equipment and other | (43,224) | (38,935) |
Purchase of short-term investment | (24,356) | 0 |
Net cash used in investing activities | (67,580) | (45,677) |
Financing activities | ||
Borrowings under revolving line of credit | 725,000 | 165,000 |
Repayments under revolving line of credit | (440,000) | (165,000) |
Repayment of convertible notes | (315,763) | 0 |
Purchase and retirement of common stock | (20,982) | (23,530) |
Share-based compensation tax withholdings and other | (14,003) | (15,663) |
Payments for business acquisition liabilities | (3,651) | (4,848) |
Deposits and other | 2,319 | 7,092 |
Net cash used in financing activities | (67,080) | (36,949) |
Effect of exchange rate changes on cash and cash equivalents | 2,645 | (44,373) |
Net decrease in cash and cash equivalents | (290,540) | (167,438) |
Cash and cash equivalents, beginning of period | 491,688 | 494,485 |
Cash and cash equivalents, end of period | 201,148 | 327,047 |
Supplemental cash flow disclosures | ||
Cash paid for interest | 10,160 | 8,012 |
Cash paid for income taxes, net of refunds | 67,015 | 51,353 |
Non-cash investing and financing activities: | ||
Issuance of stock units under incentive compensation plans | 2,274 | 1,664 |
Business acquisition liabilities not yet paid | 0 | 5,593 |
Non-cash additions to property and equipment | $ 1,972 | $ 4,970 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe unaudited condensed consolidated financial statements of FTI Consulting, Inc., including its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “FTI Consulting”), presented herein, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and under the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Some of the information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. Certain prior period amounts have been reclassified to conform to the current period presentation. In management’s opinion, the interim financial statements reflect all adjustments that are necessary for a fair presentation of the results for the interim periods presented. All adjustments made were normal recurring accruals. Results of operations for the interim periods presented herein are not necessarily indicative of results of operations for a full year. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Note 1 to the Consolidated Financial Statements included in Part II, Item 8, of our Annual Report on Form 10-K for the year ended December 31, 2022 describes the significant accounting policies and methods used in preparation of the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q. During the three months ended September 30, 2023, we purchased a short-term investment, which is included in the “Prepaid expenses and other current assets” financial statement line item on the Condensed Consolidated Balance Sheets. The s hort-term investment represents an investment in a certificate of deposit with an original maturity of less than one year. We classified the short-term investment as held-to-maturity in accordance with Accounting Standards Codification Topic 320, Investments - Debt and Equity Securities . Short-term investments classified as held-to-maturity are financial instruments the Company has the intent and ability to hold until maturity and are reported net of amortized cost. Any interest earned on the short-term investment is recorded in “Interest income and other” on the Condensed Consolidated Statements of Comprehensive Income. |
Earnings per Common Share
Earnings per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Common Share | Earnings per Common Share Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share adjusts basic earnings per common share for the effects of potentially dilutive common shares. Potentially dilutive common shares include the dilutive effects of shares issuable under our equity compensation plans, including stock options and share-based awards (restricted share awards, restricted stock units and performance stock units), each using the treasury stock method. We use the if-converted method for calculating the potential dilutive effect of the conversion feature of the principal amount of our 2.0% convertible senior notes due 2023 (“2023 Convertible Notes”) on earnings per common share. The conversion feature had a dilutive impact on earnings per common share for the three and nine months ended September 30, 2023 and 2022, as the average market price per share of our common stock for the periods exceeded the conversion price of $101.38 per share. On August 17, 2023, we issued a total of 1,460,740 shares of our common stock to holders in connection with the conversion of their 2023 Convertible Notes at maturity. As of September 30, 2023, there were no 2023 Convertible Notes outstanding. See Note 8, “Debt” for additional information about the 2023 Convertible Notes. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator — basic and diluted Net income $ 83,317 $ 77,267 $ 193,259 $ 188,016 Denominator Weighted average number of common shares outstanding — basic 34,128 33,812 33,599 33,741 Effect of dilutive share-based awards 515 545 547 607 Effect of dilutive stock options 285 322 296 330 Effect of dilutive convertible notes 728 1,239 1,157 1,147 Weighted average number of common shares outstanding — diluted 35,656 35,918 35,599 35,825 Earnings per common share — basic $ 2.44 $ 2.29 $ 5.75 $ 5.57 Earnings per common share — diluted $ 2.34 $ 2.15 $ 5.43 $ 5.25 Antidilutive stock options and share-based awards 2 — 5 10 |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues We generate the majority of our revenues by providing consulting services to our clients. Revenues are recognized when we satisfy a performance obligation by transferring services promised in a contract to a customer and in an amount that reflects the consideration that we expect to receive in exchange for those services. Performance obligations in our contracts represent distinct or separate services that we provide to our customers. If, at the outset of an arrangement, we determine that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met. Revenues recognized during the current period may include revenues from performance obligations satisfied or partially satisfied in previous periods. This primarily occurs when the estimated transaction price has changed based on our current probability assessment over whether the agreed-upon outcome for our performance-based and contingent arrangements will be achieved. The aggregate amount of revenues recognized related to a change in the transaction price in the current period, which related to performance obligations satisfied or partially satisfied in a prior period, was $10.4 million and $6.6 million for the three and nine months ended September 30, 2023, respectively, and immaterial and $12.5 million for the three and nine months ended September 30, 2022, respectively. Unfulfilled performance obligations primarily consist of fees not yet recognized on certain fixed-fee arrangements and performance-based and contingent arrangements. As of September 30, 2023 and December 31, 2022, the aggregate amount of the remaining contract transaction price allocated to unfulfilled performance obligations was $12.1 million and $3.6 million, respectively. We expect to recognize the majority of the related revenues over the next 24 months. We elected to utilize the optional exemption to exclude from this disclosure fixed-fee and performance-based and contingent arrangements with an original expected duration of one year or less and to exclude our time and expense arrangements for which revenues are recognized using the right-to-invoice practical expedient. Contract assets are defined as assets for which we have recorded revenues but are not yet entitled to receive our fees because certain events, such as completion of the measurement period or client approval, must occur. The contract asset balance was immaterial as of September 30, 2023 and December 31, 2022. Contract liabilities are defined as liabilities incurred when we have received consideration but have not yet performed the agreed-upon services. This may occur when clients pay fees before work begins. The contract liability balance was immaterial as of September 30, 2023 and December 31, 2022. |
Accounts Receivable and Allowan
Accounts Receivable and Allowance for Expected Credit Losses | 9 Months Ended |
Sep. 30, 2023 | |
Allowance for Doubtful Accounts and Unbilled Services [Abstract] | |
Accounts Receivable and Allowance for Expected Credit Losses | Accounts Receivable and Allowance for Expected Credit Losses The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets: September 30, 2023 December 31, Accounts receivable: Billed receivables $ 771,661 $ 633,055 Unbilled receivables 495,270 308,873 Allowance for expected credit losses (59,915) (45,775) Accounts receivable, net $ 1,207,016 $ 896,153 The following table summarizes the total provision for expected credit losses and write-offs: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Provision for expected credit losses $ 10,159 $ 4,348 $ 21,347 $ 13,101 Write-offs $ 1,974 $ 3,877 $ 11,527 $ 9,917 Our provision for expected credit losses includes recoveries, direct write-offs and charges to other accounts. Billed accounts receivables are written off when the potential for recovery is considered remote. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The table below summarizes the changes in the carrying amount of goodwill by reportable segment: Corporate Finance & Restructuring (1) Forensic and Litigation Consulting (1) Economic Consulting (1) Technology (1) Strategic Communications (2) Total Balance at December 31, 2022 $ 516,500 $ 234,872 $ 268,055 $ 96,727 $ 111,439 $ 1,227,593 Foreign currency translation adjustment and other (2,523) 309 44 18 915 (1,237) Intersegment transfers in/(out) (3) 23,086 (23,086) — — — — Balance at September 30, 2023 $ 537,063 $ 212,095 $ 268,099 $ 96,745 $ 112,354 $ 1,226,356 (1) There were no accumulated impairment losses for the Corporate Finance & Restructuring (“Corporate Finance”), Forensic and Litigation Consulting (“FLC”), Economic Consulting or Technology segments as of September 30, 2023 and December 31, 2022. (2) Amounts for our Strategic Communications segment include gross carrying values of $306.5 million and $305.6 million as of September 30, 2023 and December 31, 2022, respectively, and accumulated impairment losses of $194.1 million as of September 30, 2023 and December 31, 2022. (3) Includes the allocation of goodwill relating to the reclassification of the portion of the Company’s health solutions practice previously within our FLC segment, which focuses on business transformation services in the healthcare and life sciences sector, to our business transformation & strategy practice within our Corporate Finance segment. See Note 13, “Segment Reporting,” for information on this segment reclassification. Intangible Assets Intangible assets were as follows: September 30, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Amortizing intangible assets Customer relationships $ 26,560 $ 15,555 $ 11,005 $ 78,223 $ 63,810 $ 14,413 Trademarks 9,312 6,455 2,857 10,950 5,554 5,396 Acquired software and other 815 544 271 846 241 605 36,687 22,554 14,133 90,019 69,605 20,414 Non-amortizing intangible assets Trademarks 5,100 — 5,100 5,100 — 5,100 Total $ 41,787 $ 22,554 $ 19,233 $ 95,119 $ 69,605 $ 25,514 Intangible assets with finite lives are amortized over their estimated useful lives. We recorded amortization expense of $1.3 million and $4.9 million during the three and nine months ended September 30, 2023, respectively, and $2.3 million and $7.3 million for the three and nine months ended September 30, 2022, respectively. We estimate our future amortization expense for our intangible assets with finite lives to be as follows: Year As of September 30, 2023 (1) 2023 (remaining) $ 1,202 2024 3,517 2025 2,856 2026 1,734 2027 1,664 Thereafter 3,160 $ 14,133 (1) Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, impairments, changes in useful lives, or other relevant factors or changes. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments The following tables present the carrying amounts and estimated fair values of our financial instruments by hierarchy level as of September 30, 2023 and December 31, 2022: September 30, 2023 Hierarchy Level Carrying Level 1 Level 2 Level 3 Liabilities Acquisition-related contingent consideration (1) $ 13,017 $ — $ — $ 13,017 Total $ 13,017 $ — $ — $ 13,017 December 31, 2022 Hierarchy Level Carrying Level 1 Level 2 Level 3 Liabilities Acquisition-related contingent consideration (1) $ 14,988 $ — $ — $ 14,988 2023 Convertible Notes (2) 315,172 — 509,682 — Total $ 330,160 $ — $ 509,682 $ 14,988 (1) The short-term portion is included in “Accounts payable, accrued expenses and other” and the long-term portion is included in “Other liabilities” on the Condensed Consolidated Balance Sheets. (2) The carrying amount includes unamortized deferred debt issuance costs. The fair values of financial instruments not included in the tables above are estimated to be equal to their carrying values as of September 30, 2023 and December 31, 2022. We estimated the fair value of our 2023 Convertible Notes based on their last actively traded prices. The fair value of our 2023 Convertible Notes was classified within Level 2 of the fair value hierarchy as of December 31, 2022 because it was traded in less active markets. As of September 30, 2023, no 2023 Convertible Notes remain outstanding. We estimate the fair value of acquisition-related contingent consideration using either a probability-weighted discounted cash flow model or a Monte Carlo pricing model. These fair value estimates represent Level 3 measurements as they are based on significant inputs not observed in the market and reflect our own assumptions. Significant increases (or decreases) in these unobservable inputs in isolation would result in significantly lower (or higher) fair values. We reassess the fair value of our acquisition-related contingent consideration at each reporting period based on additional information as it becomes available. The change in our liability for our Level 3 financial instruments is as follows: Contingent Consideration Balance at December 31, 2022 $ 14,988 Accretion expense (1) $ 1,284 Payments (3,430) Foreign currency translation adjustment (2) 238 Balance at March 31, 2023 $ 13,080 Accretion expense (1) 2,259 Payments (2,423) Foreign currency translation adjustment (2) 67 Balance at June 30, 2023 $ 12,983 Accretion expense (1) 720 Payments (500) Foreign currency translation adjustment (2) (186) Balance at September 30, 2023 $ 13,017 Contingent Consideration Balance at December 31, 2021 $ 15,110 Additions $ 5,370 Accretion expense (1) (979) Payments (4,430) Foreign currency translation adjustment (2) (115) Balance at March 31, 2022 $ 14,956 Accretion expense (1) 1,112 Payments (2,240) Foreign currency translation adjustment (2) (465) Balance at June 30, 2022 $ 13,363 Accretion expense (1) 730 Payments (1,000) Foreign currency translation adjustment and other (2) (246) Balance at September 30, 2022 $ 12,847 (1) Accretion expense is included in SG&A expenses on the Condensed Consolidated Statements of Comprehensive Income. (2) Foreign currency translation adjustments are included in “Other comprehensive loss, net of tax” on the Condensed Consolidated Statements of Comprehensive Income. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The table below presents the components of the Company’s debt: September 30, 2023 December 31, 2022 2023 Convertible Notes $ — $ 316,219 Credit Facility 285,000 — Total debt 285,000 316,219 Less: deferred debt issuance costs — (1,047) Long-term debt, net (1) $ 285,000 $ 315,172 (1) There were no current portions of long-term debt as of September 30, 2023 and December 31, 2022. 2023 Convertible Notes On August 20, 2018, we issued the 2023 Convertible Notes in an aggregate principal amount of $316.3 million. The 2023 Convertible Notes were convertible through the close of business on August 14, 2023 at a conversion rate of 9.8643 shares of our common stock per $1,000 principal amount of the 2023 Convertible Notes (equivalent to a conversion price of approximately $101.38 per share of common stock). Certain holders of the 2023 Convertible Notes elected to convert their 2023 Convertible Notes before they became unconditionally convertible on May 15, 2023, which resulted in the settlement of approximately $0.5 million aggregate principal amount of the 2023 Convertible Notes. The principal amount of the 2023 Convertible Notes of $315.8 million was settled in cash at maturity on August 15, 2023 utilizing existing cash resources, including our senior secured bank revolving credit facility (“Credit Facility”). We also issued 1,460,740 shares of FTI Consulting common stock to holders in connection with the conversion of their 2023 Convertible Notes at maturity, which represents the excess of the conversion value over the principal amount of $280.3 million. The consideration related to the conversion premium issued to the holders who elected to convert their 2023 Convertible Notes before they became unconditionally convertible on May 15, 2023 was immaterial. As of September 30, 2023, no 2023 Convertible Notes remain outstanding. Interest on the 2023 Convertible Notes was at a fixed rate of 2.0% per year, payable semiannually in arrears on February 15 and August 15 of each year. Contractual interest expense for the 2023 Convertible Notes was $0.8 million and $4.0 million for the three and nine months ended September 30, 2023, respectively, and $1.6 million and $4.7 million for the three and nine months ended September 30, 2022, respectively. Credit Facility In November 2022, we amended and restated our credit agreement for our Credit Facility to, among other things, (i) extend the maturity to November 21, 2027, (ii) increase the revolving line of credit limit from $550.0 million to $900.0 million, and (iii) increase the incremental facility from $150.0 million to a maximum of $300.0 million, subject to certain conditions, and incurred an additional $4.0 million of debt issuance costs. The Credit Facility is guaranteed by substantially all of our wholly owned domestic subsidiaries and is secured by a first priority security interest in substantially all of the assets of FTI Consulting and such domestic subsidiaries. Borrowings under the Credit Facility bear interest at a rate equal to, in the case of: (i) U.S. Dollars (“USD”), at our option, Adjusted Term Secured Overnight Financing Rate (“SOFR”) or Adjusted Daily Simple SOFR, (ii) euro, Euro Interbank Offered Rate, (iii) British pound, Sterling Overnight Index Average Reference Rate, (iv) Australian dollars, Bank Bill Swap Reference Bid Rate, (v) Canadian dollars, Canadian Dollar Offered Rate, (vi) Swiss franc, Swiss Average Rate Overnight, and (vii) Japanese yen, Tokyo Interbank Offered Rate, in each case, plus an applicable margin that will fluctuate between 1.25% per annum and 2.00% per annum based upon the Company’s Consolidated Total Net Leverage Ratio (as defined in the Credit Facility) at such time or, in the case of USD borrowings, an alternative base rate plus an applicable margin that will fluctuate between 0.25% per annum and 1.00% per annum based upon the Company’s Consolidated Total Net Leverage Ratio at such time. The alternative base rate is a fluctuating rate per annum equal to the highest of (1) the federal funds rate plus the sum of 50 basis points, (2) the rate of interest in effect for such day as the prime rate announced by Bank of America, and (3) the one-month Term SOFR plus 100 basis points. Under the Credit Facility, we are required to pay a commitment fee rate that fluctuates between 0.20% and 0.35% per annum and a letter of credit fee rate that fluctuates between 1.25% and 2.00% per annum, in each case, based upon the Company’s Consolidated Total Net Leverage Ratio. The Company classified the borrowings under the Credit Facility as long-term debt in the accompanying Condensed Consolidated Balance Sheets, as we have the intent and unilateral ability to refinance any borrowings on a continuous basis through the maturity of the Credit Facility on November 21, 2027. As of September 30, 2023, $0.1 million o f the borrowing limit under the Credit Facility was utilized (and, therefore, unavailable) for letters of credit. There were $3.6 million and $4.3 million of unamortized debt issuance costs related to the Credit Facility as of September 30, 2023 and December 31, 2022, respectively. These amounts are included in “Other assets” on our Condensed Consolidated Balance Sheets. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases We lease office space and equipment under non-cancelable operating leases. We recognize operating lease expense on a straight-line basis over the lease term, which may include renewal or termination options that are reasonably certain of exercise. Most leases include one or more options to renew, with renewal terms that can extend the lease term up to seven years. The exercise of lease renewal options is at our sole discretion. Certain of our lease agreements include rental payments that are adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The table below summarizes the carrying amount of our operating lease assets and liabilities: Leases Classification September 30, 2023 December 31, 2022 Assets Operating lease assets Operating lease assets $ 202,505 $ 203,764 Total lease assets $ 202,505 $ 203,764 Liabilities Current Operating lease liabilities Accounts payable, accrued expenses and other $ 33,052 $ 31,922 Noncurrent Operating lease liabilities Noncurrent operating lease liabilities 217,755 221,604 Total lease liabilities $ 250,807 $ 253,526 The table below summarizes total lease costs: Three Months Ended September 30, Nine Months Ended September 30, Lease Cost 2023 2022 2023 2022 Operating lease costs $ 12,923 $ 11,874 $ 38,871 $ 36,328 Short-term lease costs 756 441 2,156 1,573 Variable lease costs 3,468 3,456 9,884 9,434 Sublease income (320) (224) (959) (610) Total lease cost, net $ 16,827 $ 15,547 $ 49,952 $ 46,725 The maturity analysis below summarizes the remaining future undiscounted cash flows for our operating leases and includes a reconciliation to operating lease liabilities reported on the Condensed Consolidated Balance Sheets: As of 2023 (remaining) $ 11,313 2024 52,021 2025 43,709 2026 39,525 2027 39,207 Thereafter 131,863 Total future lease payments 317,638 Less: imputed interest (66,831) Total $ 250,807 The table below includes cash paid for our operating lease liabilities, other non-cash information, our weighted average remaining lease term and weighted average discount rate: Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 41,793 $ 38,297 Operating lease assets obtained in exchange for lease liabilities $ 26,488 $ 16,644 Weighted average remaining lease term (years) Operating leases 8.0 8.5 Weighted average discount rate Operating leases 5.8 % 5.5 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesWe are subject to legal actions arising in the ordinary course of business. In management’s opinion, we believe we have adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions. We are not aware of any asserted or unasserted legal proceedings or claims that we believe would have a material adverse effect on our financial condition or results of our operations. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation During the nine months ended September 30, 2023, we granted 87,001 restricted share awards, 99,922 restricted stock units and 79,682 performance stock units under the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan, our employee equity compensation plan. Our performance stock units are presented at the maximum potential payout percentage of 150% of target shares granted. These awards are recorded as equity on the Condensed Consolidated Balance Sheets. During the nine months ended September 30, 2023, 6,340 shares of restricted stock, 2,534 restricted stock units and no stock options were forfeited prior to the completion of the applicable vesting requirements. Additionally, 13,021 performance stock units were forfeited during the nine months ended September 30, 2023, including award targets that were not achieved. Total share-based compensation expense, net of forfeitures is detailed in the following table: Three Months Ended September 30, Nine Months Ended September 30, Income Statement Classification 2023 2022 2023 2022 Direct cost of revenues $ 4,407 $ 3,510 $ 13,667 $ 11,456 Selling, general and administrative expenses 3,581 2,227 12,488 9,450 Total share-based compensation expense $ 7,988 $ 5,737 $ 26,155 $ 20,906 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ EquityOn June 2, 2016, our Board of Directors authorized a stock repurchase program of up to $100.0 million (the “Repurchase Program”). On each of May 18, 2017, December 1, 2017, February 21, 2019 and February 20, 2020, our Board of Directors authorized an additional $100.0 million. On each of July 28, 2020 and December 3, 2020, our Board of Directors authorized an additional $200.0 million. On December 1, 2022, our Board of Directors authorized an additional $400.0 million, increasing the Repurchase Program to an aggregate authorization of $1.3 billion. No time limit has been established for the completion of the Repurchase Program, and the Repurchase Program may be suspended, discontinued or replaced by the Board of Directors at any time without prior notice. As of September 30, 2023, we had $460.7 million available under the Repurchase Program to repurchase additional shares. The following table details our stock repurchases under the Repurchase Program: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Shares of common stock repurchased and retired — 128 112 149 Average price paid per share $ — $ 159.87 $ 158.70 $ 157.48 Total cost $ — $ 20,430 $ 17,797 $ 23,528 As we repurchase our common shares, we reduce stated capital on our Condensed Consolidated Balance Sheets for the $0.01 of par value of the shares repurchased, with the excess purchase price over par value recorded as a reduction to additional paid-in capital. If additional paid-in capital is reduced to zero, we record the remainder of the excess purchase price over par value as a reduction of retained earnings. Common stock outstanding was approximately 35.5 million shares and 34.0 million shares as of September 30, 2023 and December 31, 2022, respectively. Common stock outstanding includes unvested restricted stock awards, which are considered issued and outstanding under the terms of the restricted stock award agreements. The increase in common stock outstanding was primarily due to the issuance of a total of 1,460,740 shares of our common stock to holders in connection with the conversion of their 2023 Convertible Notes at maturity. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We manage our business in five reportable segments: Corporate Finance, FLC, Economic Consulting, Technology and Strategic Communications. Our Corporate Finance segment focuses on the strategic, operational, financial, transactional and capital needs of our clients around the world. Our clients include companies, boards of directors, investors, private equity sponsors, lenders, and other financing sources and creditor groups, as well as other parties-in-interest. We deliver a wide range of services centered around three core offerings: Business Transformation & Strategy, Transactions and Turnaround & Restructuring. Our FLC segment provides law firms, companies, boards of directors, government entities, private equity firms and other interested parties with a multidisciplinary and independent range of services in risk and investigations and disputes, including cybersecurity, and a focus on highly regulated industries such as our Construction & Environmental Solutions and Health Solutions services. These services are supported by our data & analytics technology-enabled solutions, which help our clients analyze large, disparate sets of data related to their business operations and support our clients during regulatory inquiries and commercial disputes. We deliver a wide range of services centered around five core offerings: Construction & Environmental Solutions, Data & Analytics, Disputes, Health Solutions and Risk and Investigations. Our Economic Consulting segment, including subsidiary Compass Lexecon LLC, provides law firms, companies, government entities and other interested parties with analyses of complex economic issues for use in international arbitration, legal and regulatory proceedings, and strategic decision making and public policy debates around the world. We deliver a wide range of services centered around three core offerings: Antitrust & Competition Economics, Financial Economics and International Arbitration. Our Technology segment provides companies, law firms, private equity firms and government entities with a comprehensive global portfolio of digital insights and risk management consulting services. Our professionals help organizations better address risk as the growing volume and variety of enterprise data intersects with legal, regulatory and compliance needs. We deliver a wide range of expert solutions driven by investigations, litigation, mergers & acquisitions, antitrust and competition, and compliance and risk through three core offerings: Corporate Legal Department Consulting, E-discovery Services and Expertise, and Information Governance, Privacy & Security services. Our Strategic Communications segment develops and executes communications strategies to help management teams, boards of directors, law firms, governments and regulators manage change and mitigate risk surrounding transformational and disruptive events, including transactions, investigations, disputes, crises, regulation and legislation. We deliver a wide range of services centered around three core offerings: Corporate Reputation, Financial Communications and Public Affairs. Effective July 1, 2023, we modified the composition of two of our reportable segments to reflect changes in how we operate our business. We transferred 127 billable professionals in our health solutions practice within our FLC segment who focus on business transformation services in the healthcare and life sciences sector to our business transformation & strategy practice within our Corporate Finance segment. This change aligns this group of professionals with the broader business transformation capabilities within the Corporate Finance segment. Eighty-three billable professionals who focus on advisory and managed care services within the health solutions practice remained in the FLC segment. Prior period Corporate Finance and FLC segment information included in this Quarterly Report on Form 10-Q has been reclassified to conform to the current period presentation. We evaluate the performance of our operating segments based on Adjusted Segment EBITDA, a GAAP financial measure. We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. We define Total Adjusted Segment EBITDA, which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. We use Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of our segments because we believe it reflects current core operating performance and provides an indicator of the segment’s ability to generate cash. The table below presents revenues and Adjusted Segment EBITDA for our reportable segments: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues Corporate Finance (1) $ 347,560 $ 282,029 $ 981,124 $ 841,804 FLC (1) 166,137 143,289 488,636 432,054 Economic Consulting 193,866 193,183 565,283 523,201 Technology 98,860 84,915 286,922 243,181 Strategic Communications 86,838 72,449 242,593 214,237 Total revenues $ 893,261 $ 775,865 $ 2,564,558 $ 2,254,477 Adjusted Segment EBITDA Corporate Finance (1) $ 68,094 $ 53,519 $ 165,450 $ 165,683 FLC (1) 21,480 16,175 68,861 46,464 Economic Consulting 27,756 32,913 77,472 75,754 Technology 14,873 13,213 50,326 34,940 Strategic Communications 13,454 12,947 35,273 40,133 Total Adjusted Segment EBITDA $ 145,657 $ 128,767 $ 397,382 $ 362,974 (1) Effective July 1, 2023, Corporate Finance and FLC segment information for the prior periods has been recast in this Quarterly Report on Form 10-Q to include the reclassification of the portion of the Company’s health solutions practice in the FLC segment to our business transformation & strategy practice within our Corporate Finance segment. The table below reconciles net income to Total Adjusted Segment EBITDA: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income $ 83,317 $ 77,267 $ 193,259 $ 188,016 Add back: Income tax provision 24,385 15,836 62,067 46,156 Interest income and other (5,147) (7,771) (3,221) (10,418) Interest expense 4,474 2,378 10,435 7,468 Unallocated corporate expenses 27,589 30,470 101,349 99,524 Segment depreciation expense 9,699 8,273 28,554 24,909 Amortization of intangible assets 1,340 2,314 4,939 7,319 Total Adjusted Segment EBITDA $ 145,657 $ 128,767 $ 397,382 $ 362,974 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income | $ 83,317 | $ 62,395 | $ 47,547 | $ 77,267 | $ 51,428 | $ 59,321 | $ 193,259 | $ 188,016 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Basis of Presentation | The unaudited condensed consolidated financial statements of FTI Consulting, Inc., including its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “FTI Consulting”), presented herein, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and under the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Some of the information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. Certain prior period amounts have been reclassified to conform to the current period presentation. In management’s opinion, the interim financial statements reflect all adjustments that are necessary for a fair presentation of the results for the interim periods presented. All adjustments made were normal recurring accruals. Results of operations for the interim periods presented herein are not necessarily indicative of results of operations for a full year. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC. |
Significant Accounting Policies | Note 1 to the Consolidated Financial Statements included in Part II, Item 8, of our Annual Report on Form 10-K for the year ended December 31, 2022 describes the significant accounting policies and methods used in preparation of the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q. During the three months ended September 30, 2023, we purchased a short-term investment, which is included in the “Prepaid expenses and other current assets” financial statement line item on the Condensed Consolidated Balance Sheets. The s hort-term investment represents an investment in a certificate of deposit with an original maturity of less than one year. We classified the short-term investment as held-to-maturity in accordance with Accounting Standards Codification Topic 320, Investments - Debt and Equity Securities . Short-term investments classified as held-to-maturity are financial instruments the Company has the intent and ability to hold until maturity and are reported net of amortized cost. Any interest earned on the short-term investment is recorded in “Interest income and other” on the Condensed Consolidated Statements of Comprehensive Income. |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator — basic and diluted Net income $ 83,317 $ 77,267 $ 193,259 $ 188,016 Denominator Weighted average number of common shares outstanding — basic 34,128 33,812 33,599 33,741 Effect of dilutive share-based awards 515 545 547 607 Effect of dilutive stock options 285 322 296 330 Effect of dilutive convertible notes 728 1,239 1,157 1,147 Weighted average number of common shares outstanding — diluted 35,656 35,918 35,599 35,825 Earnings per common share — basic $ 2.44 $ 2.29 $ 5.75 $ 5.57 Earnings per common share — diluted $ 2.34 $ 2.15 $ 5.43 $ 5.25 Antidilutive stock options and share-based awards 2 — 5 10 |
Accounts Receivable and Allow_2
Accounts Receivable and Allowance for Expected Credit Losses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Allowance for Doubtful Accounts and Unbilled Services [Abstract] | |
Schedule of Accounts Receivable | The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets: September 30, 2023 December 31, Accounts receivable: Billed receivables $ 771,661 $ 633,055 Unbilled receivables 495,270 308,873 Allowance for expected credit losses (59,915) (45,775) Accounts receivable, net $ 1,207,016 $ 896,153 |
Schedule of Accounts Receivable, Writeoff | The following table summarizes the total provision for expected credit losses and write-offs: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Provision for expected credit losses $ 10,159 $ 4,348 $ 21,347 $ 13,101 Write-offs $ 1,974 $ 3,877 $ 11,527 $ 9,917 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amounts of Goodwill by Operating Segment | The table below summarizes the changes in the carrying amount of goodwill by reportable segment: Corporate Finance & Restructuring (1) Forensic and Litigation Consulting (1) Economic Consulting (1) Technology (1) Strategic Communications (2) Total Balance at December 31, 2022 $ 516,500 $ 234,872 $ 268,055 $ 96,727 $ 111,439 $ 1,227,593 Foreign currency translation adjustment and other (2,523) 309 44 18 915 (1,237) Intersegment transfers in/(out) (3) 23,086 (23,086) — — — — Balance at September 30, 2023 $ 537,063 $ 212,095 $ 268,099 $ 96,745 $ 112,354 $ 1,226,356 (1) There were no accumulated impairment losses for the Corporate Finance & Restructuring (“Corporate Finance”), Forensic and Litigation Consulting (“FLC”), Economic Consulting or Technology segments as of September 30, 2023 and December 31, 2022. (2) Amounts for our Strategic Communications segment include gross carrying values of $306.5 million and $305.6 million as of September 30, 2023 and December 31, 2022, respectively, and accumulated impairment losses of $194.1 million as of September 30, 2023 and December 31, 2022. (3) Includes the allocation of goodwill relating to the reclassification of the portion of the Company’s health solutions practice previously within our FLC segment, which focuses on business transformation services in the healthcare and life sciences sector, to our business transformation & strategy practice within our Corporate Finance segment. See Note 13, “Segment Reporting,” for information on this segment reclassification. |
Schedule of Other Intangible Assets Amortized Intangibles | Intangible assets were as follows: September 30, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Amortizing intangible assets Customer relationships $ 26,560 $ 15,555 $ 11,005 $ 78,223 $ 63,810 $ 14,413 Trademarks 9,312 6,455 2,857 10,950 5,554 5,396 Acquired software and other 815 544 271 846 241 605 36,687 22,554 14,133 90,019 69,605 20,414 Non-amortizing intangible assets Trademarks 5,100 — 5,100 5,100 — 5,100 Total $ 41,787 $ 22,554 $ 19,233 $ 95,119 $ 69,605 $ 25,514 |
Schedule of Other Intangible Assets Unamortized Intangibles | Intangible assets were as follows: September 30, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Amortizing intangible assets Customer relationships $ 26,560 $ 15,555 $ 11,005 $ 78,223 $ 63,810 $ 14,413 Trademarks 9,312 6,455 2,857 10,950 5,554 5,396 Acquired software and other 815 544 271 846 241 605 36,687 22,554 14,133 90,019 69,605 20,414 Non-amortizing intangible assets Trademarks 5,100 — 5,100 5,100 — 5,100 Total $ 41,787 $ 22,554 $ 19,233 $ 95,119 $ 69,605 $ 25,514 |
Schedule of Future Amortization Expense Intangible Assets | We estimate our future amortization expense for our intangible assets with finite lives to be as follows: Year As of September 30, 2023 (1) 2023 (remaining) $ 1,202 2024 3,517 2025 2,856 2026 1,734 2027 1,664 Thereafter 3,160 $ 14,133 (1) Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, impairments, changes in useful lives, or other relevant factors or changes. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying and Estimated Fair Value of Other Financial Instruments | The following tables present the carrying amounts and estimated fair values of our financial instruments by hierarchy level as of September 30, 2023 and December 31, 2022: September 30, 2023 Hierarchy Level Carrying Level 1 Level 2 Level 3 Liabilities Acquisition-related contingent consideration (1) $ 13,017 $ — $ — $ 13,017 Total $ 13,017 $ — $ — $ 13,017 December 31, 2022 Hierarchy Level Carrying Level 1 Level 2 Level 3 Liabilities Acquisition-related contingent consideration (1) $ 14,988 $ — $ — $ 14,988 2023 Convertible Notes (2) 315,172 — 509,682 — Total $ 330,160 $ — $ 509,682 $ 14,988 (1) The short-term portion is included in “Accounts payable, accrued expenses and other” and the long-term portion is included in “Other liabilities” on the Condensed Consolidated Balance Sheets. (2) The carrying amount includes unamortized deferred debt issuance costs. |
Schedule of Change in Liability for our Level 3 Financial Instruments | The change in our liability for our Level 3 financial instruments is as follows: Contingent Consideration Balance at December 31, 2022 $ 14,988 Accretion expense (1) $ 1,284 Payments (3,430) Foreign currency translation adjustment (2) 238 Balance at March 31, 2023 $ 13,080 Accretion expense (1) 2,259 Payments (2,423) Foreign currency translation adjustment (2) 67 Balance at June 30, 2023 $ 12,983 Accretion expense (1) 720 Payments (500) Foreign currency translation adjustment (2) (186) Balance at September 30, 2023 $ 13,017 Contingent Consideration Balance at December 31, 2021 $ 15,110 Additions $ 5,370 Accretion expense (1) (979) Payments (4,430) Foreign currency translation adjustment (2) (115) Balance at March 31, 2022 $ 14,956 Accretion expense (1) 1,112 Payments (2,240) Foreign currency translation adjustment (2) (465) Balance at June 30, 2022 $ 13,363 Accretion expense (1) 730 Payments (1,000) Foreign currency translation adjustment and other (2) (246) Balance at September 30, 2022 $ 12,847 (1) Accretion expense is included in SG&A expenses on the Condensed Consolidated Statements of Comprehensive Income. (2) Foreign currency translation adjustments are included in “Other comprehensive loss, net of tax” on the Condensed Consolidated Statements of Comprehensive Income. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Debt Obligations | The table below presents the components of the Company’s debt: September 30, 2023 December 31, 2022 2023 Convertible Notes $ — $ 316,219 Credit Facility 285,000 — Total debt 285,000 316,219 Less: deferred debt issuance costs — (1,047) Long-term debt, net (1) $ 285,000 $ 315,172 (1) There were no current portions of long-term debt as of September 30, 2023 and December 31, 2022. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Carrying Amount of Operating Lease Assets and Liabilities | The table below summarizes the carrying amount of our operating lease assets and liabilities: Leases Classification September 30, 2023 December 31, 2022 Assets Operating lease assets Operating lease assets $ 202,505 $ 203,764 Total lease assets $ 202,505 $ 203,764 Liabilities Current Operating lease liabilities Accounts payable, accrued expenses and other $ 33,052 $ 31,922 Noncurrent Operating lease liabilities Noncurrent operating lease liabilities 217,755 221,604 Total lease liabilities $ 250,807 $ 253,526 |
Schedule of Lease Cost | The table below summarizes total lease costs: Three Months Ended September 30, Nine Months Ended September 30, Lease Cost 2023 2022 2023 2022 Operating lease costs $ 12,923 $ 11,874 $ 38,871 $ 36,328 Short-term lease costs 756 441 2,156 1,573 Variable lease costs 3,468 3,456 9,884 9,434 Sublease income (320) (224) (959) (610) Total lease cost, net $ 16,827 $ 15,547 $ 49,952 $ 46,725 The table below includes cash paid for our operating lease liabilities, other non-cash information, our weighted average remaining lease term and weighted average discount rate: Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 41,793 $ 38,297 Operating lease assets obtained in exchange for lease liabilities $ 26,488 $ 16,644 Weighted average remaining lease term (years) Operating leases 8.0 8.5 Weighted average discount rate Operating leases 5.8 % 5.5 % |
Schedule of Future Minimum Lease Payments | The maturity analysis below summarizes the remaining future undiscounted cash flows for our operating leases and includes a reconciliation to operating lease liabilities reported on the Condensed Consolidated Balance Sheets: As of 2023 (remaining) $ 11,313 2024 52,021 2025 43,709 2026 39,525 2027 39,207 Thereafter 131,863 Total future lease payments 317,638 Less: imputed interest (66,831) Total $ 250,807 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Expense | Total share-based compensation expense, net of forfeitures is detailed in the following table: Three Months Ended September 30, Nine Months Ended September 30, Income Statement Classification 2023 2022 2023 2022 Direct cost of revenues $ 4,407 $ 3,510 $ 13,667 $ 11,456 Selling, general and administrative expenses 3,581 2,227 12,488 9,450 Total share-based compensation expense $ 7,988 $ 5,737 $ 26,155 $ 20,906 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Stock Repurchases | The following table details our stock repurchases under the Repurchase Program: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Shares of common stock repurchased and retired — 128 112 149 Average price paid per share $ — $ 159.87 $ 158.70 $ 157.48 Total cost $ — $ 20,430 $ 17,797 $ 23,528 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenues and Adjusted Segment Earnings before Interest, Taxes, Depreciation and Amortization for Reportable Segments | The table below presents revenues and Adjusted Segment EBITDA for our reportable segments: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues Corporate Finance (1) $ 347,560 $ 282,029 $ 981,124 $ 841,804 FLC (1) 166,137 143,289 488,636 432,054 Economic Consulting 193,866 193,183 565,283 523,201 Technology 98,860 84,915 286,922 243,181 Strategic Communications 86,838 72,449 242,593 214,237 Total revenues $ 893,261 $ 775,865 $ 2,564,558 $ 2,254,477 Adjusted Segment EBITDA Corporate Finance (1) $ 68,094 $ 53,519 $ 165,450 $ 165,683 FLC (1) 21,480 16,175 68,861 46,464 Economic Consulting 27,756 32,913 77,472 75,754 Technology 14,873 13,213 50,326 34,940 Strategic Communications 13,454 12,947 35,273 40,133 Total Adjusted Segment EBITDA $ 145,657 $ 128,767 $ 397,382 $ 362,974 |
Schedule of Reconciliation of Net Income to Adjusted Segment Earnings Before Interest, Taxes, Depreciation and Amortization | The table below reconciles net income to Total Adjusted Segment EBITDA: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income $ 83,317 $ 77,267 $ 193,259 $ 188,016 Add back: Income tax provision 24,385 15,836 62,067 46,156 Interest income and other (5,147) (7,771) (3,221) (10,418) Interest expense 4,474 2,378 10,435 7,468 Unallocated corporate expenses 27,589 30,470 101,349 99,524 Segment depreciation expense 9,699 8,273 28,554 24,909 Amortization of intangible assets 1,340 2,314 4,939 7,319 Total Adjusted Segment EBITDA $ 145,657 $ 128,767 $ 397,382 $ 362,974 |
Earnings per Common Share (Deta
Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 17, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 20, 2018 | |
Earnings Per Common Share [Line Items] | ||||||
Conversion price (in dollars per share) | $ 101.38 | $ 101.38 | $ 101.38 | $ 101.38 | ||
Numerator — basic and diluted | ||||||
Net income | $ 83,317 | $ 77,267 | $ 193,259 | $ 188,016 | ||
Net income | $ 83,317 | $ 77,267 | $ 193,259 | $ 188,016 | ||
Denominator | ||||||
Weighted average number of common shares outstanding — basic (in shares) | 34,128,000 | 33,812,000 | 33,599,000 | 33,741,000 | ||
Effect of dilutive share-based awards (in shares) | 515,000 | 545,000 | 547,000 | 607,000 | ||
Effect of dilutive stock options (in shares) | 285,000 | 322,000 | 296,000 | 330,000 | ||
Effect of dilutive convertible notes (in shares) | 728,000 | 1,239,000 | 1,157,000 | 1,147,000 | ||
Weighted average number of common shares outstanding — diluted (in shares) | 35,656,000 | 35,918,000 | 35,599,000 | 35,825,000 | ||
Earnings per common share — basic (in dollars per share) | $ 2.44 | $ 2.29 | $ 5.75 | $ 5.57 | ||
Earnings per common share — diluted (in dollars per share) | $ 2.34 | $ 2.15 | $ 5.43 | $ 5.25 | ||
Stock Options And Share-Based Awards | ||||||
Denominator | ||||||
Antidilutive stock options and share-based awards (in shares) | 2,000 | 0 | 5,000 | 10,000 | ||
2023 Convertible Notes | Senior Notes | ||||||
Earnings Per Common Share [Line Items] | ||||||
Interest rate (as a percent) | 2% | 2% | 2% | |||
Conversion price (in dollars per share) | $ 101.38 | |||||
Common stock, shares issued (in shares) | 1,460,740 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Performance obligations satisfied or partially satisfied in previous periods | $ 10.4 | $ 0 | $ 6.6 | $ 12.5 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Unfulfilled performance obligations | $ 3.6 | ||||
Performance obligation expected duration | 24 months | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Unfulfilled performance obligations | $ 12.1 | $ 12.1 | |||
Performance obligation expected duration | 24 months | 24 months |
Accounts Receivable and Allow_3
Accounts Receivable and Allowance for Expected Credit Losses - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts receivable: | ||
Billed receivables | $ 771,661 | $ 633,055 |
Unbilled receivables | 495,270 | 308,873 |
Allowance for expected credit losses | (59,915) | (45,775) |
Accounts receivable, net | $ 1,207,016 | $ 896,153 |
Accounts Receivable and Allow_4
Accounts Receivable and Allowance for Expected Credit Losses - Writeoff (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Allowance for Doubtful Accounts and Unbilled Services [Abstract] | ||||
Provision for expected credit losses | $ 10,159 | $ 4,348 | $ 21,347 | $ 13,101 |
Write-offs | $ 1,974 | $ 3,877 | $ 11,527 | $ 9,917 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill beginning of period | $ 1,227,593,000 | |
Foreign currency translation adjustment and other | (1,237,000) | |
Intersegment transfers in/(out) | 0 | |
Goodwill end of period | 1,226,356,000 | |
Corporate Finance & Restructuring | ||
Goodwill [Roll Forward] | ||
Goodwill beginning of period | 516,500,000 | |
Foreign currency translation adjustment and other | (2,523,000) | |
Intersegment transfers in/(out) | 23,086,000 | |
Goodwill end of period | 537,063,000 | |
Accumulated impairment loss | 0 | $ 0 |
Forensic and Litigation Consulting | ||
Goodwill [Roll Forward] | ||
Goodwill beginning of period | 234,872,000 | |
Foreign currency translation adjustment and other | 309,000 | |
Intersegment transfers in/(out) | (23,086,000) | |
Goodwill end of period | 212,095,000 | |
Accumulated impairment loss | 0 | 0 |
Economic Consulting | ||
Goodwill [Roll Forward] | ||
Goodwill beginning of period | 268,055,000 | |
Foreign currency translation adjustment and other | 44,000 | |
Intersegment transfers in/(out) | 0 | |
Goodwill end of period | 268,099,000 | |
Accumulated impairment loss | 0 | 0 |
Technology | ||
Goodwill [Roll Forward] | ||
Goodwill beginning of period | 96,727,000 | |
Foreign currency translation adjustment and other | 18,000 | |
Intersegment transfers in/(out) | 0 | |
Goodwill end of period | 96,745,000 | |
Accumulated impairment loss | 0 | 0 |
Strategic Communications | ||
Goodwill [Roll Forward] | ||
Goodwill beginning of period | 111,439,000 | |
Foreign currency translation adjustment and other | 915,000 | |
Intersegment transfers in/(out) | 0 | |
Goodwill end of period | 112,354,000 | |
Accumulated impairment loss | 194,100,000 | 194,100,000 |
Goodwill | $ 306,500,000 | $ 305,600,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 36,687 | $ 90,019 |
Accumulated Amortization | 22,554 | 69,605 |
Net Carrying Amount | 14,133 | 20,414 |
Intangible assets, gross carrying amount | 41,787 | 95,119 |
Intangible assets, Net Carrying Amount | 19,233 | 25,514 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, non-amortizing intangible assets | 5,100 | 5,100 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,560 | 78,223 |
Accumulated Amortization | 15,555 | 63,810 |
Net Carrying Amount | 11,005 | 14,413 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,312 | 10,950 |
Accumulated Amortization | 6,455 | 5,554 |
Net Carrying Amount | 2,857 | 5,396 |
Acquired software and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 815 | 846 |
Accumulated Amortization | 544 | 241 |
Net Carrying Amount | $ 271 | $ 605 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of other intangible assets | $ 1,340 | $ 2,315 | $ 4,939 | $ 7,320 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (remaining) | $ 1,202 | |
2024 | 3,517 | |
2025 | 2,856 | |
2026 | 1,734 | |
2027 | 1,664 | |
Thereafter | 3,160 | |
Net Carrying Amount | $ 14,133 | $ 20,414 |
Financial Instruments - Carryin
Financial Instruments - Carrying And Estimated Fair Value Of Other Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Acquisition-related contingent consideration | $ 13,017 | $ 14,988 |
2023 Convertible Notes | 315,172 | |
Total | 13,017 | 330,160 |
Estimate of Fair Value Measurement | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Acquisition-related contingent consideration | 0 | 0 |
2023 Convertible Notes | 0 | |
Total | 0 | 0 |
Estimate of Fair Value Measurement | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Acquisition-related contingent consideration | 0 | 0 |
2023 Convertible Notes | 509,682 | |
Total | 0 | 509,682 |
Estimate of Fair Value Measurement | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Acquisition-related contingent consideration | 13,017 | 14,988 |
2023 Convertible Notes | 0 | |
Total | $ 13,017 | $ 14,988 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||||
Beginning balance | $ 12,983 | $ 13,080 | $ 14,988 | $ 13,363 | $ 14,956 | $ 15,110 |
Accretion expense | 720 | 2,259 | 1,284 | 730 | 1,112 | (979) |
Additions | 5,370 | |||||
Payments | (500) | (2,423) | (3,430) | (1,000) | (2,240) | (4,430) |
Foreign currency translation adjustment and other | (186) | 67 | 238 | (246) | (465) | (115) |
Ending balance | $ 13,017 | $ 12,983 | $ 13,080 | $ 12,847 | $ 13,363 | $ 14,956 |
Debt - Summary of Components of
Debt - Summary of Components of Debt Obligations (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 285,000,000 | $ 316,219,000 |
Less: deferred debt issuance costs | 0 | (1,047,000) |
Long-term debt, net | 285,000,000 | 315,172,000 |
Current portion of long-term debt, net | 0 | 0 |
2023 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 316,219,000 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 285,000,000 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Aug. 15, 2023 USD ($) shares | May 15, 2023 USD ($) | Aug. 20, 2018 USD ($) $ / shares | Nov. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Oct. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 101.38 | $ 101.38 | $ 101.38 | $ 101.38 | ||||||
Unamortized debt issuance costs | $ 0 | $ 0 | $ 1,047,000 | |||||||
Federal Funds | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility basis point (as a percent) | 0.50% | |||||||||
Secured Overnight Financing Rate (SOFR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility basis point (as a percent) | 1% | |||||||||
2023 Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 0 | $ 0 | ||||||||
2023 Convertible Notes | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 316,300,000 | |||||||||
Conversion rate | 0.0098643 | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 101.38 | |||||||||
Debt conversion, converted instrument, amount | $ 280,300,000 | $ 500,000 | ||||||||
Debt conversion, original debt, amount | $ 315,800,000 | |||||||||
Converted instrument, shares issued (in shares) | shares | 1,460,740 | |||||||||
Interest rate (as a percent) | 2% | 2% | 2% | |||||||
Contractual interest expense | $ 800,000 | $ 1,600,000 | $ 4,000,000 | $ 4,700,000 | ||||||
Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior secured revolving line of credit | $ 300,000,000 | $ 150,000,000 | ||||||||
Debt issuance costs | 4,000,000 | |||||||||
Borrowing limit used | 100,000 | 100,000 | ||||||||
Unamortized debt issuance costs | $ 3,600,000 | $ 3,600,000 | $ 4,300,000 | |||||||
Credit Facility | Line of Credit | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior secured revolving line of credit | $ 900,000,000 | $ 550,000,000 | ||||||||
Credit Facility | Line of Credit | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Commitment fee (as a percent) | 0.20% | |||||||||
Fronting fees (as a percent) | 1.25% | |||||||||
Credit Facility | Line of Credit | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread (as a percent) | 1.25% | |||||||||
Credit Facility | Line of Credit | Minimum | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread (as a percent) | 0.25% | |||||||||
Credit Facility | Line of Credit | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Commitment fee (as a percent) | 0.35% | |||||||||
Fronting fees (as a percent) | 2% | |||||||||
Credit Facility | Line of Credit | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread (as a percent) | 2% | |||||||||
Credit Facility | Line of Credit | Maximum | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread (as a percent) | 1% |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 lease_option | |
Lessee, Lease, Description [Line Items] | |
Number of renewal options | 1 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Renewal term | 7 years |
Leases - Lease Assets and Liabi
Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease assets | $ 202,505 | $ 203,764 |
Current operating lease liabilities | 33,052 | 31,922 |
Noncurrent operating lease liabilities | 217,755 | 221,604 |
Total lease liabilities | $ 250,807 | $ 253,526 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accounts payable, accrued expenses and other | Accounts payable, accrued expenses and other |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease Cost | ||||
Operating lease costs | $ 12,923 | $ 11,874 | $ 38,871 | $ 36,328 |
Short-term lease costs | 756 | 441 | 2,156 | 1,573 |
Variable lease costs | 3,468 | 3,456 | 9,884 | 9,434 |
Sublease income | (320) | (224) | (959) | (610) |
Total lease cost, net | $ 16,827 | $ 15,547 | $ 49,952 | $ 46,725 |
Leases - Maturity Analysis (Det
Leases - Maturity Analysis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 (remaining) | $ 11,313 | |
2024 | 52,021 | |
2025 | 43,709 | |
2026 | 39,525 | |
2027 | 39,207 | |
Thereafter | 131,863 | |
Total future lease payments | 317,638 | |
Less: imputed interest | (66,831) | |
Total lease liabilities | $ 250,807 | $ 253,526 |
Leases - Cash Paid For Operatin
Leases - Cash Paid For Operating Leases and Noncash Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 41,793 | $ 38,297 |
Operating lease assets obtained in exchange for lease liabilities | $ 26,488 | $ 16,644 |
Weighted average remaining lease term (years), Operating leases | 8 years | 8 years 6 months |
Weighted average discount rate, Operating leases | 5.80% | 5.50% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option forfeited (in shares) | 0 |
Restricted Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based awards granted (in shares) | 87,001 |
Restricted stock forfeited (in shares) | 6,340 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based awards granted (in shares) | 99,922 |
Restricted stock forfeited (in shares) | 2,534 |
Performance-based Restricted Unit | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based awards granted (in shares) | 79,682 |
Award vesting rights, percentage | 150% |
Forfeited in period (in shares) | 13,021 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 7,988 | $ 5,737 | $ 26,155 | $ 20,906 |
Direct cost of revenues | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 4,407 | 3,510 | 13,667 | 11,456 |
Selling, general and administrative expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 3,581 | $ 2,227 | $ 12,488 | $ 9,450 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Aug. 17, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 01, 2022 | Dec. 03, 2020 | Jul. 28, 2020 | Feb. 20, 2020 | Feb. 21, 2019 | Dec. 01, 2017 | May 18, 2017 | Jun. 02, 2016 |
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||
Common stock, shares outstanding (in shares) | 35,510,000 | 34,026,000 | |||||||||
2023 Convertible Notes | Senior Notes | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Common stock, shares issued (in shares) | 1,460,740 | ||||||||||
2016 Stock Repurchase Program | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Stock repurchase program authorized amount | $ 1,300,000,000 | $ 100,000,000 | |||||||||
Stock repurchase program additional amount authorized | $ 400,000,000 | $ 200,000,000 | $ 200,000,000 | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||||
Available amount under repurchase program | $ 460,700,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Repurchases (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stockholders Equity [Line Items] | ||||||
Total cost | $ 17,799 | $ 20,432 | $ 3,098 | |||
2016 Stock Repurchase Program | ||||||
Stockholders Equity [Line Items] | ||||||
Shares of common stock repurchased and retired (in shares) | 0 | 128 | 112 | 149 | ||
Average price paid per share (in dollars per share) | $ 0 | $ 159.87 | $ 158.70 | $ 157.48 | ||
Total cost | $ 0 | $ 20,430 | $ 17,797 | $ 23,528 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 9 Months Ended | |
Jul. 01, 2023 segment | Sep. 30, 2023 numberOfProfessional segment | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 5 | |
Number of modified reportable segments | segment | 2 | |
Corporate Finance Segment | ||
Segment Reporting Information [Line Items] | ||
Number of billable professionals, transferred | numberOfProfessional | 127 | |
FLC Segment | ||
Segment Reporting Information [Line Items] | ||
Number of billable professionals | numberOfProfessional | 83 |
Segment Reporting - Revenues an
Segment Reporting - Revenues and Adjusted Segment Earnings before Interest, Taxes, Depreciation and Amortization for Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 893,261 | $ 775,865 | $ 2,564,558 | $ 2,254,477 |
Adjusted Segment EBITDA | 145,657 | 128,767 | 397,382 | 362,974 |
Corporate Finance | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 347,560 | 282,029 | 981,124 | 841,804 |
Adjusted Segment EBITDA | 68,094 | 53,519 | 165,450 | 165,683 |
FLC | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 166,137 | 143,289 | 488,636 | 432,054 |
Adjusted Segment EBITDA | 21,480 | 16,175 | 68,861 | 46,464 |
Economic Consulting | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 193,866 | 193,183 | 565,283 | 523,201 |
Adjusted Segment EBITDA | 27,756 | 32,913 | 77,472 | 75,754 |
Technology | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 98,860 | 84,915 | 286,922 | 243,181 |
Adjusted Segment EBITDA | 14,873 | 13,213 | 50,326 | 34,940 |
Strategic Communications | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 86,838 | 72,449 | 242,593 | 214,237 |
Adjusted Segment EBITDA | $ 13,454 | $ 12,947 | $ 35,273 | $ 40,133 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Net Income To Adjusted Segment Earnings before Interest, Taxes, Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||||||
Net income | $ 83,317 | $ 62,395 | $ 47,547 | $ 77,267 | $ 51,428 | $ 59,321 | $ 193,259 | $ 188,016 |
Income tax provision | 24,385 | 15,836 | 62,067 | 46,156 | ||||
Interest income and other | (5,147) | (7,771) | (3,221) | (10,418) | ||||
Interest expense | 4,474 | 2,378 | 10,435 | 7,468 | ||||
Total Adjusted Segment EBITDA | 145,657 | 128,767 | 397,382 | 362,974 | ||||
Segment Reconciling Items | ||||||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||||||
Net income | 83,317 | 77,267 | 193,259 | 188,016 | ||||
Income tax provision | 24,385 | 15,836 | 62,067 | 46,156 | ||||
Interest income and other | (5,147) | (7,771) | (3,221) | (10,418) | ||||
Interest expense | 4,474 | 2,378 | 10,435 | 7,468 | ||||
Unallocated corporate expenses | 27,589 | 30,470 | 101,349 | 99,524 | ||||
Segment depreciation expense | 9,699 | 8,273 | 28,554 | 24,909 | ||||
Amortization of intangible assets | 1,340 | 2,314 | 4,939 | 7,319 | ||||
Total Adjusted Segment EBITDA | $ 145,657 | $ 128,767 | $ 397,382 | $ 362,974 |